Finance Terms and Conditions

Leasing Terms and Conditions

LEASING TERMS AND CONDITIONS

1. THE AGREEMENT

In this Agreement “Lessor”, “we”, “us'” and “our” means Grid Finance Impact Limited and any of its associated financing subsidiaries (namely GRID Finance Leasing Limited), as Lessor. “Hirer”, “Lessee”, “you” and “your” means the Hirer identified overleaf. “Equipment” means the equipment or asset which the Lessor has agreed to let to the Lessee in the Business Lease Agreement to which these Terms and Conditions are annexed.  “Supplier” means the supplier, manufacturer or vendor of the Equipment named in the Business Lease Agreement.

Words appearing with capital initial letters have the meaning given to them in this Agreement. References to this Agreement include the provisions overleaf and these terms and conditions. We are letting and you are taking on hire the Equipment on the terms set out below and overleaf for use in your business.

We agree to lease and you agree to take on lease the Equipment as selected by you on the terms and conditions set out in this Agreement for the period set out in the Terms and Payment Table sections above.

These terms and conditions relate specifically to the concept of “leasing” of the Equipment as an asset for business purposes. Further general terms and conditions (For Flex Finance Facilities) and privacy policy regarding the conduct of our business may be applicable and can be found here:

• Terms and Conditions
• Privacy Policy

2. THE COMMENCEMENT OF THE HIRING OF THE EQUIPMENT

2.1 The hiring of the Equipment will commence on the day that it is delivered to you (the Commencement Date) whether or not it has been installed.

2.2 You authorise us to amend or insert hereon the details of the Commencement Date and the serial number or registration number of the Equipment and whether the Equipment is new or used, if this information is not known on the day you sign this Agreement.

3. DELIVERY OF THE EQUIPMENT TO YOU BY THE SUPPLIER

3.1 You agree that you will, at your own expense, ensure that the Equipment is delivered by the Supplier and installed and that it is in good working order and following same you shall sign and return to us the certificate of delivery (the Delivery Certificate). By signing the Delivery Certificate you shall have unconditionally accepted the Equipment. If you have any complaints upon taking delivery of the Equipment, you must immediately notify us and the Supplier in writing giving full details.

3.2 We shall pay the Supplier on the basis of your signed Delivery Certificate. Do not sign the Delivery Certificate until the Equipment has been delivered to you and inspected by you. Your obligations to pay the Rentals shall begin on the Commencement Date.

3.3 Either we or you may terminate this Agreement if there is a failure to deliver the Equipment or it becomes impossible to deliver the Equipment. On termination under this paragraph we shall reimburse you for any amount paid by you under this Agreement and shall have no further obligation to you in respect of the Equipment or this Agreement.

3.4 Confirmation may only be given once the object has been successfully examined to ascertain that it is in a contractually acceptable condition, in particular in respect of completeness and functionality. Furthermore, all necessary operating manuals must be present and/or all necessary instructions must have been issued.

3.5 The Lessee shall inspect the leased object with the level of care that can reasonably be expected of them. The obligation to inspect the goods and give notice of defects applies accordingly. The Lessor makes the Lessee expressly aware of the fact that the purchase price shall only be paid to the supplier once delivery has been confirmed by the Lessee. In the event that the Lessee incorrectly confirms delivery, then the Lessee shall be liable for any damages arising therefrom. This does not apply if the Lessee is not responsible for the incorrect confirmation.

4. WE DO NOT TAKE RESPONSIBILITY FOR THE CHOICE OF THE EQUIPMENT AND YOU MUST PURSUE ANY CLAIMS AGAINST THE SUPPLIER

4.1 You acknowledge and agree that:

(a) you have selected the Equipment for your own use relying on your own skill and judgement and we have purchased the Equipment at your request;

(b) no warranty, condition or undertaking has been given by or on behalf of us (whether express or implied, by statute, at common law or otherwise) in respect of the Equipment and all implied terms, conditions or warranties relating to the quality, fitness for any purpose, and freedom from defects of the Equipment are hereby expressly excluded;

(c) we shall not be liable (in contract, tort or otherwise) for any claim, damage, liability or loss (including consequential loss) or expense of any kind arising directly or indirectly in connection with the Equipment, or from any delay in the delivery of, or failure to deliver, the Equipment; any defect or deficiency in or inadequacy or suitability of, the Equipment or its installation, use, performance, servicing or repair;

(d) you will not be entitled to any rebate or remission of Rentals if the Equipment is unusable or unsuitable for any other reason;

(e) you must pursue any claim that you may have in connection with the Equipment against the Supplier and not us. We will, until the hiring of the Equipment is terminated, at your expense, give all reasonable assistance to extend, so far as we are legally required, the benefit of any manufacturer’s or the Supplier’s guarantees, conditions or warranties in relation to the Equipment to you and provide you with copies of such guarantees, conditions or warranties;

(f) you shall deal promptly with any claims under any manufacturer’s or Supplier’s guarantees, conditions or warranties and you shall keep us informed of the status of any such claims; and

(g) neither the Supplier nor any other person (other than our actual employees) is, or shall be deemed to be, our agent or entitled to make any representation or warranty on our behalf or binding on us.

4.2 If any part of the Equipment consists of or includes software you will:

(a) arrange the grant of any software licence directly with the Supplier and you shall observe all of the terms and conditions of the software licence.

(b) You acknowledge that you have selected the software and under no circumstances will we be responsible for the supply or licensing of it or for any loss arising out of the use of the software or any defect in or malfunction or failure of any software including any arising as a result of a failure of the software to recognise the true calendar date or to save, manipulate or process any information or to operate as a result of its failure to recognise the true calendar date.

(c) The Lessee acknowledges that we are not responsible for maintenance of or upgrades to any software and your obligations to pay the Rental will not be affected if the Supplier or any other person does not provide software maintenance or upgrades.

(d) The Lessee acknowledges that we are not involved in the preparation or specification of the software and the Lessee will provide us with a copy of any specifications upon request.

(e) The Lessee acknowledges that software provided for its specific use may have no residual or resale value.

(f) The Lessee agrees to comply with the terms of any software licence provided to it by the Supplier. If the Lessee breaches the terms of a software licence it will have breached this Agreement and we may terminate this Agreement in accordance with Condition 6.1.

(g) The Lessee hereby indemnifies us against any claim, loss, liability, cost or expense that may arise in respect of any claim or other proceeding brought against us in connection with such software licence.

5. RENTAL AND OTHER PAYMENTS TO BE MADE BY YOU TO US IN RESPECT OF THE HIRING OF THE EQUIPMENT

5.1 Rental and other Payments: You must pay to us the first Rental and the Documentation Fee on the Commencement Date and you must pay all the other Rentals and all other sums payable under this Agreement in full and on the due dates for payment.

5.2 No deduction or counterclaim by you: All payments by you to us under this Agreement must be without deduction, withholding, set-off, counterclaim or appropriation. If the Equipment is not properly delivered or installed, does not operate or integrate as represented or warranted by Supplier or is unsatisfactory for any reason whatsoever, you shall make any claim on account thereof solely against Supplier in accordance with Clause 4.1(e) and shall nevertheless pay in full all Rentals, and all other sums payable under this Agreement, to us. If any deduction or withholding is required by law you must increase the payment so that the net amount we receive is the amount we are entitled to in the absence of any requirement to make a deduction or withholding.

5.3 Late payments: Punctual payment of the Rentals and all other sums due under this Agreement is the essence of this Agreement. If you do not pay any Rental or other sum on the due date for payment, in addition to our other rights, you will be responsible for any costs we incur in recovering any money you owe to us and in enforcing our rights under this Agreement plus you will pay interest on the unpaid amount at the rate of 3% above the European Central Bank Lending Rate from time to lime (the Default Rate), after as well as before any judgment, from the date the payment was due until the day we receive it.

5.4 Method of payment: All payments by you to us under this Agreement shall be paid by direct debit to our bank account or as we may otherwise direct.

5.5 Invoicing: Summary invoicing in written form after conclusion of contract. Individual invoices only on request. GRID makes individual invoices available in electronic form at the customer portal. GRID will charge EUR €10.00 with the addition of statutory VAT for each individual invoice in paper form supplied on request.

5.6 Consequences of default: default on a demand for payment via a Direct Debit Facility. The lessor remains entitled to claim further damages. In the event of a default on a demand for payment via Direct Debit, the lessee shall be required to pay a monetary penalty which amounts to €10.00 (ex Vat). This penalty shall be offset against any damages owed insofar as the damages compromise the costs associated with the

prosecution of rights.

5.7 Taxation: All payments due to us under this Agreement are calculated without regard to value added tax, taxation or duty on insurance premiums or any other tax and you shall pay, in addition to, and at the time of payment of, the sums under this Agreement, any tax payable thereon. If during the period of this Agreement there is any alteration in corporation tax, the basis of taxation, writing down allowances, taxation or duty on insurance premiums or value added tax we may, by written notice to you, vary the

outstanding Rentals by such amount as we consider necessary to leave us in the same position as if such event had not taken place.

5.8 Adjustment of Rentals: If either (a) before we sign this Agreement the cost of the Equipment increases or (b) during the Term there is any alteration in European Central Bank euro interest rates greater than 0.25%, we may, by written notice to you, vary the Rentals by such amount as we consider necessary to leave us in the same position as if such event had not taken place.

5.9 Information fees: If you make any request for information about or for copies of this Agreement or for any document we may charge you. We will notify you of the amount of any charge at the time you make your request.

5.10 If the Lessee begins paying by direct debit, but subsequently changes from this payment method, an additional fee and/or amount may be levied on each future Rental to cover increased costs of administration.

5.11 If payment of the Initial Rental is not made or is refused the Lessee agrees that we may collect the Initial Rental through any direct debit mandate that we hold.

5.12 Where the Lessee pays by direct debit the Lessee agrees that we may call for sums due by direct debit without notification to the Lessee.

5.13 We will call for the direct debit prior to the due date for payment so as to ensure that the payment reaches us by the due date.

5.14 Any costs and/or charges due, plus any applicable VAT, will be debited from the Lessee’s account and shall bear interest at the default payment interest rates provided for in Condition 5.3 of this Agreement, calculated from the relevant due date until actual payment.

5.15 In the event that you breach the terms of this Agreement, you, the Lessee, shall be liable for the following costs and/or charges in addition to your other liabilities under this Agreement, including:

(i) a charge for each direct debit or other payment that is dishonoured;

• (ii) an administration charge for: (a) each letter or electronic communication dispatched as a result of non-payment or breach of the Agreement; (b) each visit made to the Lessee’s last known address for the purpose of ascertaining the reason for non-payment, locating the Equipment or investigating any breach of the Agreement; (iii) for re-scheduling, adjusting, varying or altering the repayment date or the amount repayable at the request of or agreed with the Lessee; (iv) for duplicate documents requested by the Lessee, and payment by method other than direct debit; and(v) for all charges and expenses incurred by us and any subsequent legal or other costs resulting from the Lessee’s failure to comply with the terms of the Agreement.
  • 5.16 We may utilise any mandate held by the lessee for repayment
• 5.17 We may reallocate payments from associated companies with common directors or shareholders as we desire against any costs and/or charges due, plus any applicable VAT.
• 5.18 We may set-off any amount which the Lessee pays (or is due or liable to pay) to us against any amount which is or may become due by us to the Lessee under this Agreement or under any other agreement between the Lessee and us. We may also do the same in respect of the sale or realisation proceeds of the Equipment if it is sold and in respect of any insurance proceeds or other amounts which we receive.
• 5.19 We may apply any payment which the Lessee makes against any liability which it has to us and our decision will override any instructions which the Lessee gives to us in respect of any such payment.
  • 5.20 We may refer any amounts due under the Agreement to another organisation or debt-collection agency to collect payment. We may give to such an organisation or debt-collection agency any information about the Client or the Finance Documents for the purpose of collecting payment. The costs associated with this service are for the account of the Borrower and can range from 15% to 30% of the outstanding balance.

6. YOUR OBLIGATIONS TO US IN RESPECT OF THE CARE OF THE EQUIPMENT

6.1 You agree that you will at your own expense throughout the hiring of the Equipment under this Agreement:

(a) keep the Equipment in good working order, condition and repair (fair wear and tear excepted);

(b) enter into a maintenance agreement in respect of the Equipment with the Supplier or other reputable maintenance provider;

(c) ensure the Equipment is used only for its proper purpose in the normal course of your business and in accordance with the manufacturer’s guidelines and all health and safety and other applicable legislation;

(d) not modify the Equipment without our prior written consent unless you are required to do so by law. You agree that all substitutions, replacements, renewals and additions made in or to the Equipment shall be our property free from any encumbrances and subject to this Agreement;

(e) ensure that the Equipment remains at the installation address specified and not allow the Equipment to become affixed to any land or building. Should you wish to relocate the Equipment, you must first obtain our written consent;

(f) allow us or our agents to inspect, test, adjust, maintain or replace the Equipment. You will pay us any costs we incur in recovering the Equipment if it is confiscated;

(g) obtain and maintain all permissions, licences and permits and pay all licence duties, fees, taxes and fines that may be required to operate or are imposed upon, the Equipment, its hirer, user or operator.

(h) allow us to fix a plate to it (at your cost) which contains a notice in such terms as we require which indicates that we own the Equipment. The Lessee agrees not to cover up, alter or deface any plate that we may attach;

• (i) ensure the Equipment is not permanently removed from the Republic of Ireland without our prior written consent;

(j) ensure that the Equipment is at all times properly licensed so that it can be lawfully used and that, where required, any driver or other operator of the Equipment holds all necessary licences and qualifications;

(k) obtain from the Supplier all warranties and guarantees for it and any maintenance services to be provided;

(l) bear the cost of any loss or damage to it howsoever caused;

(m) let us (or anyone acting on our behalf) inspect it at any reasonable time; and

(n) returning the Equipment to us, or our nominated agent, when the leasing terminates in good repair and condition as outlined in Clause 14

(o) Ensure the Equipment is, at the expense of the Lessee, serviced and maintained in accordance with, and at such intervals as recommended by the equipment’s guidebook or instruction manual

[OR]

The Lessee will heed supplier and manufacturer recommendations as well as regulatory requirements concerning the operation of the Equipment and will pay any fees relating to the use or possession of the Equipment and any other charges. The Lessee will maintain the Equipment in a contractually acceptable and functional condition (including procurement of the recommended updates) at his / her expense until it is returned to the Lessor; moreover, the Lessee will indemnify the Lessor against claims of any kind filed by third parties due to the set-up, operation or property rights concerning the Equipment. The Equipment may not be handed over to the Supplier or any third party except for the purposes of repair work and only for as long as necessary.

7. YOUR OBLIGATIONS TO US IN RESPECT OF OUR OWNERSHIP OF THE EQUIPMENT

7.1 The Equipment shall remain our property at all times and you shall have no right or interest in the Equipment other than as a bailee. You are not entitled to claim any capital allowances or equivalent in respect of the Equipment.

7.2 You must (except to comply with your maintenance obligations) keep the Equipment in your possession at all times at the installation address overleaf.

7.3 You must not hold yourself out as the owner of the Equipment or do anything that might jeopardise our interest in the Equipment. You must not assign, charge, pledge, sub-let or otherwise dispose of the Equipment or any part of it or your interest in this Agreement without our prior consent in writing, such consent to be at our discretion. If requested by us, you shall affix such nameplates or labels to the Equipment as we may require.

8. YOUR OBLIGATIONS IN RESPECT OF INSURING THE EQUIPMENT

8.1 At all times from the time the Equipment is delivered to you until it is returned to us, it must be fully insured.

8.2 The Lessee shall maintain insurance in respect of the Equipment with a reputable insurer against any loss for at least the full cost of replacing it (including total loss) or damage from all risks and against claims for injury, loss or damage caused by it. Where the Equipment is a vehicle the Lessee agrees in addition to insure the Equipment for third party risks and such other risks as are required by law or are customary, it shall ensure that it will be driven only by persons covered by the Lessee’s insurance policy.

8.3 You will provide us within 14 days of the Commencement Date, that you have taken out insurance in respect of the Equipment with a reputable insurance company, for the full replacement value of the the Equipment under a comprehensive policy without restriction or excess exceeding EUR €450 or 25% of the replacement value of the Equipment whichever is the greater (or such amount agreed by us in writing) and that such policy is valid and in force.

8.4 You must punctually pay the premiums in respect of such policy and do all things necessary to keep that policy valid and in force and provide us or our agents with evidence or as may be requested from time to time. If we require, we shall be named in the insurance policy as an additional assured and the sole loss payee if the Equipment is lost, damaged beyond repair or treated as being damaged beyond repair by the

insurance company and as an additional assured in respect of third party liability risks.

8.5 If the Lessee makes a claim under the relevant insurance policy it must notify us in writing immediately. The Lessee must not agree to settle any claim without written permission from us. Where an insurance claim is made in connection with the Equipment, the Lessee shall appoint us as sole loss payee and as your agent and authorise the insurance company to pay to us any amounts payable in settlement of claims relating to the Equipment.

8.6 If the Lessee fails to insure the Equipment as required by this Agreement or fails to show proof of insurance when requested by us, we may insure the Equipment and charge the cost to the Lessee which it agrees to reimburse to us immediately upon demand.

8.7 If the Equipment is lost, abandoned or stolen or suffers a total loss (such as where the insurer decides it is not worth repairing) you will immediately notify us in writing and the leasing of the Equipment under this Agreement shall terminate and the Lessee agrees to pay to us the amounts which would have been payable to us under Conditions 5 and/or 12. The Lessee shall arrange prompt payment of the insurance monies to us and we shall then give the Lessee a rebate of Rental of any sum by which the aggregate sums received by us under this Condition exceed the amount calculated under Condition 5.

8.8 Where the Equipment is a vehicle, the Hirer shall pay all taxes and duties in respect of the Equipment.

8.9 The Lessee will hereby assign any claims arising from the insurance policy and against any possible damaging party to the Lessor. At the request of the Lessor, the Lessee will be obliged to assert such claims in the event of damage on behalf of the Lessor at the Lessee’s expense and demand payment to the Lessor. The Lessee will bear any excess provided for in the insurance policy.  If repair costs were to exceed half of the Equipment’s current market value, the Lessee may terminate the lease contract in writing with immediate effect. Should the Lessee terminate the contract on these grounds, the Lessee is to place the Lessor in the same position in which it would have found itself at the agreed end of the contract if the damage event had not occurred. Compensation payments must be used to repair or replace the rented object or to make good the damage.

9. YOUR OBLIGATIONS IN RESPECT OF DAMAGE OR LOSS IN RESPECT OF THE EQUIPMENT OR THIRD PARTY CLAIMS

9.1 You will be solely responsible for and agree to indemnify us, our servants, agents and contractors, on demand, on a full indemnity basis at all times from and against:

(a) loss, theft, destruction of or damage to the Equipment from whatever cause and however arising and whether or not such loss, theft, destruction or damage results from your negligence or any of your officers, employees or agents; and

(b) all actions, claims, demands, proceedings (civil or criminal), penalties, fines, liabilities, losses, damages, costs (including but without limitation legal costs on a full indemnity basis) and expenses of whatsoever nature which may be brought against us or which we may suffer, incur or sustain in connection with or arising directly or indirectly out of the purchase, hiring, recovery and sale of the Equipment

except for injury or death caused by our negligence.

9.2 The Indemnity in this Clause 9.1 shall survive the termination of this Agreement.

9.3 In the event of damage to or loss of the Equipment, you will immediately notify us of same and if, in our opinion, the Equipment:

(a) is a complete loss (excepting only salvage value) or a total loss (for the purposes of the insurance in place in respect of the Equipment) this Agreement will terminate; or

(b) is not a complete loss or a total loss, you may elect by notice to us within 14 days of the date of damage or loss to either; (i) arrange for the Equipment to be repaired and you shall provide us within 28 days of the damage or loss with evidence that the repairs have been carried out. In such event. We will then reimburse to you, from any insurance proceeds that we receive, the cost of the repairs; or (ii) terminate this Agreement and if you do not so elect or if you elect to arrange for the Equipment to be repaired but do not provide us with evidence of same, this Agreement will automatically terminate at the end of the 14 day period or the 28 day period as applicable.

9.4 The Rentals have been calculated on the basis that we do not take or accept any risk that the Equipment does not meet the Lessee’s expectations as to quality or suitability and that we and the Lessee could have negotiated an agreement by which we did accept such risks and the Lessee would pay higher Rentals.

9.5 The Lessee further acknowledges that neither the Supplier nor any party named in this Agreement is our agent, and that none of their employees, or anyone else who is not employed by us, is authorised to make any binding statements on our behalf.

9.6 The Lessee agrees at all times to indemnify us if its possession or use of the Equipment or our repossession of it under this Agreement involves us in any loss, liability, expense or costs which may be incurred by, or made against us at any time.

10. YOUR OBLIGATIONS TO PROVIDE CERTAIN INFORMATION TO US

10.1 The Lessee agrees to keep us informed of the financial progress of its business and/or the Equipment and its use.

10.2 On request you shall provide to us your audited annual accounts within 90 days of your accounting year end and, if you are a company, annual reports within 30 days of your annual return date. You shall also provide to us any additional information relating to your financial position that we may request from time to time inclusive but not limited to All Current accounts, Open Banking Connections, tax information various Financial information or statements. This will be supplied within 5 business days of any request made. Non provision of same can be considered an act of Default.

10.3 You shall inform us immediately of any change in your place of business or domicile and provide us with the details of such change.

11. EXCHANGE OPTION; TRANSFER; SECONDARY RENTAL PERIOD

11.1 You may request to exchange the Equipment during the Primary Period and any Secondary Period. Such request shall be submitted at least 28 days prior to the required exchange date and must specify the equipment to be exchanged and the price of the replacement equipment. We shall not be obliged to consent to any request to exchange the Equipment. If we consent to any exchange this Agreement shall terminate and we shall enter into a new hire agreement. All exchanged Equipment shall be returned to us or to any third party designated by us at your cost and expense.

11.2 If the Lessee notifies us in writing at least one month before expiry of this Agreement, the Lessee (having observed all the Terms and Conditions of this Agreement) may sell the Equipment as agent for us at any time after the expiration of this Agreement provided that:

(a) the Equipment shall be sold for the highest available price to a reputable dealer whose business it is to deal in such Equipment;

(b) ownership in the Equipment will be transferred upon the receipt by us of the sale proceeds of the Equipment;

(c) the Lessee shall be responsible for all arrangements in connection with the sale including transportation and all taxes, expenses and costs incurred; and

(d) any advertisement for the sale of the Equipment and the contract for the sale of the Equipment shall contain a condition to the effect that any condition, warranty or stipulations expressed or implied as to state, quality, description or otherwise as to fitness for any purpose are excluded provided that nothing herein shall prohibit the Lessee at its own expense and liability from providing a certificate that the Equipment has been properly maintained by the Lessee.

Upon receipt of the sale proceeds, we shall pay to the Lessee as a rebate of Rental the sale proceeds less such sum as represents either 5% of the sale proceeds or one month’s Rental, whichever is the greater, less all arrears of Rental (if any) and all interest payable thereon and any other amounts due and owing under this Agreement. Where the sale proceeds are less than the aggregate of the amounts due and owing to us under this agreement, the Lessee shall forthwith pay any shortfall to us.

11.3 One month prior to the expiration of the Primary Leasing Period, the Lessee may request in writing an extension to the leasing arrangements under this Agreement, provided the Lessee has observed and performed all the Terms and Conditions of this Agreement. We may (but shall not be obliged to) extend the leasing of the Equipment under this Agreement for a further period (the “Secondary Leasing Period”). The Lessee shall continue to be bound by the Conditions of this Agreement and obliged to pay the Secondary Rental equivalent to one month’s primary lease rental or the rate stated in the section named Term and Rental and will be payable one month after the Primary Leasing Period ends. The initial Secondary Leasing Period shall be for a period of one year commencing on the expiration of the Primary Leasing Period with further options exercisable annually subject to a maximum of ten years from the commencement of the Primary Leasing Period. If no notice is served on us, the Agreement shall terminate and Condition 14 shall apply.

12. OUR & YOUR RIGHT TO TERMINATE EARLY THE HIRING OF THE EQUIPMENT

12.1 We may immediately without notice terminate the hiring of the Equipment if:

(a) you fail to pay any Rental under this Agreement on the due date for payment; or

(b) you fail to pay any other sum due under this Agreement within 5 days of the due date for payment; or

(c) you fail to make any payment to us or any other company that is a member of the same group of companies as us under any agreement with us or such other company within 5 days of the due date for payment; or

12.2 We may immediately without notice terminate the hiring of the Equipment if:

(a) you breach any term of this Agreement (other than the obligations to pay Rental and other sums referred to in 12.1 above) or any other agreement you may have with us and if such breach is capable of being remedied you fail to remedy the breach within 14 days of written notice from us; or

(b) you breach any term of any financing or leasing agreement entered into by you and such breach results in any creditor becoming entitled to declare any amounts owed by you under such financing or leasing agreement due and payable prior to their specified maturity; or

12.3 We may immediately without notice terminate the hiring of the Equipment if:

(a) you or any guarantor become insolvent or are deemed to be unable to pay your or its debts within the meaning of Section 570 of the Companies Act 2014; or

(b) you or any guarantor being a partnership, (i) the partnership in respect of you or any guarantor is dissolved or (ii) any of the events specified at (c) (i) to (v) below occurs in respect of any individual who is a partner in the partnership or (iii) any of the events specified at (e) below occurs in respect of any company who is a partner in the partnership or (iv) any one or more of the partners enters into a voluntary arrangement with the creditors of the partnership or the partnership enters into a voluntary

arrangement with its creditors; or

(c) you or any guarantor being an individual (i) you or any guarantor commits an act of bankruptcy within the meaning of Section 7 of the Bankruptcy Act 1988 (the “1988 Act”) or (ii) a petition is presented pursuant to Section 11 (3) of the 1988 Act for you or any guarantor to be adjudicated a bankrupt or (iii) you or any guarantor bring a petition for protection under Section 87 of the 1988 Act or (iv) you or any guarantor enters into a voluntary arrangement whether under Part IV of the 1988 Act or otherwise or (v) any event equivalent to those at (c) (ii), (iii) or (iv) occurs under the laws of any jurisdiction other than Ireland; or

(d) you or any guarantor dies; or

(e) you or any guarantor being a  company, (i) any person takes any action or any legal procedure is commenced or other steps taken with a view to the appointment of a liquidator, examiner or receiver or like officer or any such person is appointed over you or any guarantor or all or any of your or any guarantor’s assets or (ii) you or any guarantor arrange or attempt to arrange a composition or scheme with your or any guarantor’s creditors or a meeting of creditors is called; or

(f) any execution is levied against any of your or any guarantor’s assets or an encumbrancer takes possession of any of your or any guarantor’s assets, or any security created by you or any guarantor becomes enforceable and the mortgagee or chargee takes steps to enforce the same or you or any guarantor cease, or threaten to cease, to carry on trading or sell or dispose of a material part of your or any guarantor’s assets; or

(g) any guarantee in respect of your obligations under this Agreement is not or ceases to be fully valid, binding and enforceable or the guarantor breaches any term of the guarantee. Or

(h) any change occurs in relation to your business, management or financial status which would have a material adverse affect on your or any guarantors ability to perform all obligations under this agreement or any guarantee.

(i) the Lessee does or causes or permits to be done any act or thing whereby in our reasonable opinion our rights in the Equipment or under this Agreement may be materially or adversely affected.

12.4 The Lessee may terminate the leasing at any time by giving us one month’s prior notice provided that by the end of that notice period the Lessee pays us all amounts set out in Condition 5 as if we had terminated the leasing.

12.5 If this Agreement is terminated the Lessee must continue to insure the Equipment in accordance with Condition 8 until it is returned to us or our nominated agent.

13. CONSEQUENCES OF EARLY TERMINATION OF THE HIRING OF THE EQUIPMENT

13.1 Where the hiring of the Equipment is terminated under Condition 9.2 or Condition 12, you must immediately:

(a) return the Equipment to us in accordance with Condition 14; or where you fail to return the goods to us, to compensate us under Condition 14.5;

(b) pay to us all Rentals and any other sums due and payable under this Agreement at the time of termination but unpaid; and

(c) pay to us a termination sum (the Termination Sum) which is calculated as the aggregate of all the Rentals that would have been paid by you if the hiring had continued for the remainder of the Primary Period.

14. RETURN OF THE EQUIPMENT BY YOU TO US

14.1 Upon the expiry or termination of the hiring of the Equipment, you shall no longer be in possession of the Equipment without our consent. You must immediately at your cost and expense return the Equipment to us or to any third party as directed by us serviced and maintained in good repair and condition together with all related log books, manuals, records and handbooks to such address as we shall notify to you.

14.2 We or our duly appointed agents or representatives may enter upon any premises or property belonging to the Lessee or in the Lessee’s occupation or control (using reasonable force where necessary) to retake possession or control of the Equipment and the Lessee shall be responsible for all damages, costs, charges and liabilities incurred by us in retaking possession of the Equipment and/or exercising our rights under this Agreement. We and our agents and/or representatives shall not be liable to the Lessee or any person claiming through the Lessee for any such entry.

14.3 If the Equipment is returned other than in good repair and condition we may elect to put the equipment in good repair and condition and you shall reimburse us for any costs and expenses incurred by us as a result.

14.4 If you fail to return the Equipment in accordance with Clause 14.1 you shall pay a daily rental equal to one-thirtieth of the monthly Rental from the date of expiry or termination of the hiring of the Equipment to the date on which the Equipment is returned in accordance with Clause 14.1.

14.5 In the event that you fail to return the Equipment in accordance with Clause 14.1 we may stipulate a deadline for the return of the Equipment and if you fail to return the Equipment within the deadline we shall not accept re-delivery of the Equipment after that date and you shall compensate us for an amount equal to the market value of the Equipment on the expiry of the deadline.

15. RETENTION OF TITLE

This is a Lease Agreement and title to the Equipment shall not pass to the Lessee at any time.

16. GENERAL PROVISIONS

16.1 We may assign or transfer this Agreement or any of our rights or obligations under this Agreement and/or sell the Equipment. You may not assign or transfer any of your rights or obligations under this Agreement.

16.2 This Agreement contains all the terms and conditions of the hiring of the Equipment and only variations to it signed on behalf of all parties will be effective. The invalidity of any provision of this Agreement shall not affect the validity of any other provision.

16.3 If we delay in or fail to enforce the terms and conditions of this Agreement or any of our rights or if we grant any time or indulgence to you this will not prejudice or reduce our rights and if it does waive any breach by you this will not operate as a waiver of a later or a continuing breach.

16.4 Any communication we send to one another will be deemed to have been received by the recipient (a) in the case of a letter which is hand delivered, when actually delivered, and (b) in the case of a letter which is sent by registered post, on the third day after posting (or on actual receipt, if earlier), and (c) an email communication or notification from the GRID platform to a known users email address.

16.5 This Agreement is governed by Irish Law. Where you are an individual or individuals, you hereby acknowledge and agree that, in entering into this Agreement, you are acting within your trade, business or profession and are not acting as a “consumer” or as a natural person for the purposes of the Consumer Credit Act 1995 (as amended) or the Central Bank Act 1997 (as amended)

16.6 The parties hereby irrevocably submit for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of Ireland.

16.7 The execution and delivery of, and the performance by the Lessee of, its obligations under the Agreement will not result in a breach of, or constitute a default under, any agreement or instrument to which the Lessee is a party or by which the Lessee is bound or result in a breach of any order, judgment or decree of any court or governmental agency to which the Lessee is a party or by which the Lessee is bound.

16.8 If the Lessee is a company, the Lessee is validly incorporated under the laws of the Lessee’s jurisdiction of incorporation and the Lessee has full power and authority to enter into and perform the Lessee’s obligations under the Agreement which constitute valid and binding obligations on the Lessee in accordance with their terms.

16.9 If your business is a partnership or otherwise consists of two or more persons, each partner or person will be jointly and severally liable under this Agreement.

16.10 Any amendment to this Agreement will only be effective if it is in writing and signed by the Lessee and by us.

16.11 Where there is more than one current agreement between the Lessee and us, we may, upon termination of this Agreement, terminate all other agreements. Any net sale proceeds received by us on any individual agreement may be applied in satisfaction of any of the Lessees’ obligations to us under any other agreements.

16.12 When requested by the Lessee, we will supply the Lessee with a copy of this Agreement free of charge.

16.13 We may refer any amounts due under the Agreement to another organisation or debt-collection agency to collect payment. We may give to such an organisation or debt-collection agency any information about the Lessee or this Agreement for the purpose of collecting payment.

16.14 We may (in each case, without consulting with you or any other person) disclose to any person:

(a) to (or through) whom we assign, transfer or dispose of (or may potentially assign, transfer or dispose) all or any of its rights and obligations under or in connection with the Business Lease Agreement or the Equipment;

(b) with (or through) whom we enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Business Lease Agreement or the security or you;

(c) which is a person in whose favour we create or may create security over our rights under or in connection with this Business Lease Agreement and the security or a person who benefits from or may benefit from such security;

(d) which is an agent of, professional or financial adviser to, or director, employee, partner or representative of, we or any person named in paragraphs (a) to (c) above;

(e) which is a regulatory authority (including any relevant stock exchange) or a person or body to whom information is required to be disclosed by, or pursuant to, any applicable law or regulation any information about you, the Business Lease Agreement and the security as we or such other person shall consider appropriate and you authorise such disclosures of any such information provided that such actions are in accordance with applicable data protection law.

16.15 We may make appropriate enquiries in relation to and arising from the Business Lease Agreement and may disclose information relating to the facilities to any credit reference bureau or agency.

16.16 Force Majeure: GRID Finance shall not be held responsible for any failure in performance of its obligations in sourcing funding from third parties and may remove the offer where this failure is caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

16.17 Pursuant to the Electronic Commerce Act 2000 and eIDAS Regulation, the Finance Documents may be executed by an electronic signature.  Whatever form the electronic signature takes, this method of signature is conclusive of each parties intention to be bound by the Finance Documents as if signed under hand by each of the Parties or by affixing their respective company seals.

16.18 Any effect of rounding payments will be rounded up for the account of the Client.

16.19 Once a client or their representative has been registered on the Platform and has submitted a Finance Application, GRID Finance will carry out relevant credit history and fraud checks on each client and your partners as the proprietors, partners, members or directors of the Client organisation (as applicable). We will use one or more of our credit reference agencies, which includes but is not limited to Experian and Vision-net.

17. INDEMNITY AND ACKNOWLEDGEMENT

17.1 The Lessee will bear the cost of any loss, damage or destruction to the Equipment or other expense incurred by us in connection with it.

17.2 The Lessee acknowledges that we, The Lessor: (a) have not selected or inspected the Equipment; (b) are not responsible for any loss, damage or expense in contract or in tort which the Lessee may suffer as a result of the Equipment failing to function properly or not being delivered on the date you agreed with the Supplier; (c) specifically exclude from this Agreement all representations, terms, conditions and warranties as to the condition, description or performance of the Equipment or its fitness for any purpose capable of exclusion, whether express or implied, in statute or at common law or otherwise; and (d) the Rentals have been calculated on the basis that we do not take or accept any risk that the Equipment does not meet the Lessee’s expectations as to quality or suitability and that we and the Lessee could have negotiated an agreement by which we did accept such risks and the Lessee would pay higher Rentals.

17.3 The Lessee further acknowledges that neither the Supplier nor any party named in this Agreement is our agent, and that none of their employees, or anyone else who is not employed by us, is authorised to make any binding statements on our behalf.

17.4 The Lessee agrees at all times to indemnify us if its possession or use of the Equipment or our repossession of it under this Agreement involves us in any loss, liability, expense or costs which may be incurred by, or made against us at any time.

17.5 If the Lessee is more than one person each person’s liability will be joint and several.

18. PLATFORM AND ACCOUNT USE

18.1         Your login details may include some of the information that you have provided during your registration process along with the password that you have chosen.

18.2 You should ensure the email addresses you chose to use is private in nature and cannot be accessed by other parties.

18.3 You agree to keep your login details strictly confidential and provide them only to us and only when requested. You are responsible for any misuse of your account details. You will protect your login details and any failure to do so shall be at your sole risk and expense.

18.4         You should change your password on a regular basis. Passwords should contain a mixture of upper and lower case letters and/or numbers. Passwords are case sensitive and we recommend the use of passwords that combine a combination of numbers and letters in different cases. This will help to prevent the risk of an unauthorised use of your account.

18.5 We are entitled to assume that all correspondence, orders, transfers and instructions made by  reference to your login code, password or account number are made by you. In the case where you have authorised an employee, other individual or organisation to use your Account you are responsible for any activity that has been processed on your Account.

18.6 You agree to inform us at once by e-mail and by telephone if you believe that any of your Account information is being misused by a different person so that we may suspend your Account.

18.7         You are obliged to notify GRID Finance if you require any access of users to be changed or removed. 

18.8         You agree not to use GRID Finance for any of the following purposes and we may terminate your Account with GRID Finance if you engage or we suspect that you are engaging in any of the following;
(a) illegal or fraudulent activities that are linked to criminal activities;
(b) publishing any illegal, indecent material on your Account page;
(c) sending inappropriate communications to other members which may cause unnecessary stress or concern to our members;
(d) publishing, distributing or using any material that is illegal, offensive, abusive, indecent, libellous, obscene or intimidating; or in breach of copyright, trademark, confidence, privacy or any other right;
(e) distributing material to our members or third parties that is objectionable or consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”; or
(f) breach of the privacy policy or sharing information publicly (including without limitation on internet forums or on public boards) which you are not authorised to share.

18.9         If we suspect that the person logged into your Account is not you, we reserve the right not to act on your instruction until we are satisfied that you have issued the instruction.

19. CENTRAL CREDIT REGISTER

Under the Credit Reporting Act 2013 GRID FINANCE IMPACT LIMITED is required to provide personal and

credit information for credit applications and credit agreements of €500 and above to the Central Credit Register. This information will be held on the Central Credit Register and may be used by other lenders when making decisions on your credit applications and credit agreements. The provision of documentation and request by the lessee (or supplier or their 3^rd party agent) of the lessee is hereby taken to be the equivalent of an application and authorisation to complete this credit check. The Central Credit Register is maintained by the Central Bank of Ireland. For more information, including on how your data is processed, see: www.centralcreditregister.ie